Dr. Essam Hamza reports

ROCKET DOCTOR AI COMPLETES ACQUISITION OF ALEA HEALTH TO EXPAND ACCESS TO THERAPIST-LED MENTAL HEALTH CARE

Further to Rocket Doctor AI Inc.'s news releases dated Jan. 28, 2025, and Nov. 19, 2025, the company has closed its previously announced acquisition of Alea Health Holdings Ltd. pursuant to the terms of a definitive share purchase agreement dated Nov. 19, 2025, as amended on Dec. 31, 2025, among the company, Alea and the ordinary shareholders of Alea.

The acquisition of Alea strengthens Rocket Doctor AI's technology portfolio by adding complementary capabilities that enhance clinical workflows, data-driven decision support and the delivery of consistent, high-quality care across digital health care environments.

"This acquisition represents an important step forward in executing our strategy to build a scalable, physician-led digital health ecosystem," said Dr. Essam Hamza, chief executive officer of Rocket Doctor AI. "Alea brings technology and domain expertise that align closely with our Global Library of Medicine and broader platform vision. Together, we are better positioned to support clinicians, improve care consistency and expand access to high-quality health care for patients across North America, including underserved and remote communities."

Following the closing of the transaction, Alea's team and technology will be integrated into Rocket Doctor AI's platform and product road map. The company plans to incorporate Alea's capabilities into its broader AI and digital health ecosystem, supporting continuing development of tools that enhance clinical decision-making, streamline workflows, and improve consistency and quality of care delivery across its physician-led marketplace.

"Joining Rocket Doctor AI allows Alea's technology to scale within a broader clinical and operational framework that is deeply aligned with our original mission," said Richard Dallala, founder and chief executive officer of Alea Health. "We're excited to see our work integrated into a platform that prioritizes physician leadership, evidence-based care and meaningful improvements in patient outcomes."

Transaction overview

Pursuant to the terms of the definitive agreement, the company acquired 100 per cent of the issued and outstanding ordinary shares in the capital of Alea by making the following payments:

1. A cash payment of $15,000 (U.S.), which was previously paid as an acquisition deposit;
2. The issuance of 285,712 common shares in the capital of the company on the closing date, issued pro rata to the Alea shareholders, with a deemed value of 70 cents per consideration share.

The company has also agreed to assume and satisfy Alea's obligations under a Simple Agreement for Future Equity by paying the $180,000 (U.S.) principal balance of the SAFE note in equal monthly instalments of $22,500 (U.S.) per month until paid in full. The first instalment under the SAFE note was paid concurrently with the closing of the transaction.

All securities issued pursuant to the transaction were issued under prospectus exemptions in accordance with National Instrument 45-106 -- Prospectus Exemptions and are subject to an applicable statutory hold period of four months and one day from the date of issuance. The consideration shares are also subject to a 28-month contractual escrow release schedule, whereby 20 per cent of the consideration shares are released from escrow every four months, beginning on the first anniversary of the closing date of the transaction.

Alea and its shareholders are arm's-length parties to the company. No finders' fees were paid in connection with the transaction. The company has not assumed any long-term liabilities of Alea, other than the SAFE note.

About Rocket Doctor AI Inc.

Rocket Doctor AI delivers physician-built, AI-powered solutions designed to make high-quality health care accessible throughout the entire patient journey. A cornerstone of the company's proprietary technology is the Global Library of Medicine (GLM), a clinically validated decision support system developed with input from hundreds of physicians worldwide.

Alongside the GLM is Rocket Doctor Inc. and its AI-powered digital health platform and marketplace. Having helped empower over 300 MDs to provide care to more than 700,000 patient visits, the company's proprietary technology software and systems enable doctors to independently launch and manage their own virtual or hybrid in-person practices -- improving efficiency, restoring autonomy to MDs and expanding patient access to care.

By reducing administrative burdens and ensuring greater consistency in care, the company's technology creates more time for meaningful physician-patient interactions. The company is committed to reaching underserved, rural and remote communities in Canada who often lack access to family doctors and supporting patients on Medicaid and Medicare in the United States. With advanced AI, large language models and connected medical devices, Rocket Doctor AI is redefining modern health care -- making it more scalable, equitable and patient centred.

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